Legal - Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and SquaredR, operated by Ravi Ranjan ("we," "us," or "our") regarding your access to and use of the squaredr.tech website (the "Site") and our software development services (the "Services").

By accessing our Site or engaging our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access our Site or use our Services.

IMPORTANT: These Terms include provisions that limit our liability and require disputes to be resolved through binding arbitration on an individual basis (see Section 15).

2. Services Description

We provide professional software development services including but not limited to:

• Full-stack web application development
• Frontend and backend development
• API development and integration
• Database design and optimization
• Payment gateway integration
• Technical consulting and code review
• Maintenance and support services
• Other related software development services

The specific scope, deliverables, timeline, and pricing for each project will be detailed in a separate project agreement, statement of work (SOW), or contract between you and us.

3. Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our Services. By using our Services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal authority to bind yourself or the entity you represent
• All information you provide is accurate and complete
• You will comply with all applicable laws and regulations

4. Project Engagement Process

4.1 Inquiry and Consultation

Initial contact and consultation are provided free of charge. During this phase, we discuss your requirements, timeline, and budget to determine project feasibility.

4.2 Proposal and Agreement

If we agree to work together, we will provide a detailed proposal including:

• Project scope and deliverables
• Timeline and milestones
• Pricing and payment terms
• Terms specific to your project

Work will begin only after both parties have signed the agreement and you have made the initial payment as specified in the proposal.

4.3 Project Execution

During project execution, we will:

• Provide regular updates on project progress
• Deliver work according to agreed-upon milestones
• Request your feedback and approval at key stages
• Make revisions as specified in the project agreement

5. Pricing and Payment Terms

5.1 Pricing

Service pricing varies by project type:

• Productized Services: Fixed pricing as listed on our Site
• Custom Development: Project-based or hourly pricing as agreed
• Consulting: Hourly rate as specified
• Retainers: Monthly recurring fees as agreed

Prices are displayed in location-appropriate currencies based on your geographic location (USD or INR). Pricing may vary by region to reflect local market conditions and purchasing power parity. The price displayed when you first contact us will be honored for your project. Prices are subject to change, but changes will not affect projects already under contract.

5.2 Payment Schedule

Unless otherwise agreed in writing, payment terms are as follows:

• Productized Services: 100% upfront before work begins
• Projects under $5,000: 50% upfront, 50% upon completion
• Projects $5,000-$15,000: 50% upfront, 25% at midpoint, 25% upon completion
• Projects over $15,000: Payment milestones as defined in the project agreement
• Retainers: Payment due at the beginning of each billing period
• Hourly Consulting: Invoiced bi-weekly or monthly, due within 15 days

5.3 Payment Methods

We accept payment via:

• Bank transfer (preferred for large projects)
• Credit/debit card (via secure payment gateway)
• PayPal or other payment platforms as agreed
• Cryptocurrency (for international clients, upon request)

5.4 Late Payments

Invoices are due within the timeframe specified in the project agreement (typically 15 days). Late payments are subject to:

• A late fee of 1.5% per month (18% annually) on overdue amounts
• Suspension of work until payment is received
• Withholding of deliverables, source code, and access credentials
• Potential project termination and legal action for amounts over 30 days overdue

5.5 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, duties, and government charges (including but not limited to VAT, GST, or sales tax) associated with your purchase. If we are required to collect or pay taxes, they will be added to your invoice.

6. Refund and Cancellation Policy

6.1 Productized Services

For fixed-price productized services, refunds are available only if:

• You cancel within 24 hours of payment and before work has started (100% refund)
• We fail to deliver the service within the promised timeframe (partial refund possible)
• The delivered work does not meet the specifications agreed upon (partial refund or rework)

No refunds are provided once the work is completed and delivered, unless there are significant defects that cannot be resolved.

6.2 Custom Development Projects

For custom projects:

• Client cancellation: If you cancel after work has begun, you will be charged for work completed up to the cancellation date plus a 20% cancellation fee on the remaining contract value
• Our cancellation: If we cancel the project, you will receive a full refund of all payments made, minus the value of any deliverables already completed and accepted

6.3 Retainer Services

Retainer services can be cancelled with 30 days' written notice. Unused hours in the current billing period are non-refundable. Any rollover hours will be forfeited upon cancellation.

6.4 Refund Processing

Approved refunds will be processed within 14 business days using the original payment method. Please note that your bank or payment provider may take additional time to credit your account.

7. Intellectual Property Rights

7.1 Client-Owned Intellectual Property

Upon full payment of all fees, you will own all rights, title, and interest in the custom code and deliverables created specifically for your project, subject to the exceptions noted below.

7.2 Our Retained Rights

We retain ownership of:

• Pre-existing code, templates, libraries, and frameworks we bring to the project
• General knowledge, methodologies, and processes
• Reusable code components and utilities developed during the project
• The right to use the project as a portfolio piece (with your permission)

7.3 Third-Party Components

Projects may include third-party open-source libraries, frameworks, and components subject to their respective licenses (e.g., MIT, Apache, GPL). You are responsible for complying with these licenses. We will inform you of any significant third-party dependencies and their license terms.

7.4 Transfer of Rights

Transfer of intellectual property rights is contingent upon:

• Receipt of full payment for all services rendered
• No outstanding invoices or disputed charges
• Compliance with all terms of the project agreement

Until full payment is received, we retain all rights to the work product.

7.5 Client Materials

You grant us a limited, non-exclusive license to use any materials you provide (e.g., logos, content, brand assets) solely for the purpose of completing your project.

8. Client Responsibilities

To ensure successful project completion, you agree to:

• Timely communication: Respond to requests for information, feedback, and approvals within the timeframes specified
• Accurate information: Provide complete and accurate information, requirements, and access credentials
• Materials and assets: Provide all necessary content, images, logos, and other materials in a timely manner
• Feedback and approvals: Review deliverables and provide clear, actionable feedback
• System access: Provide necessary access to servers, accounts, and systems as required
• Payment: Make payments according to the agreed schedule
• Legal compliance: Ensure your project complies with all applicable laws and regulations

Delays caused by failure to meet these responsibilities may result in:

• Project timeline extensions
• Additional charges for extended work periods
• Project suspension until requirements are met

9. Revisions and Change Requests

9.1 Included Revisions

The number of revisions included in your project will be specified in the project agreement. Typically:

• Productized services: 2 rounds of revisions
• Custom development: Revisions at each milestone review
• Consulting: No revisions (time-based service)

9.2 Scope Changes

Changes to the agreed-upon scope ("scope creep") will be handled as follows:

• Minor clarifications within the original scope: No additional charge
• Significant changes or additions: Require a formal change request with additional fees and timeline adjustments
• We will notify you when a requested change is outside the original scope and provide a quote for the additional work

9.3 Additional Revisions

Revisions beyond those included in the agreement will be charged at our hourly rate ($150/hour) or a fixed fee as quoted.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to the specifications in the project agreement
• We have the right and authority to enter into these Terms
• Our work will not infringe on the intellectual property rights of any third party

10.2 Bug Fixes and Support

Unless otherwise specified in the project agreement:

• Productized services: Include 1 month of bug fix support for defects in our code
• Custom development: Include bug fix support for the period specified in the agreement (typically 1-3 months)
• Scope of warranty: Covers only defects in the code we wrote, not issues caused by third-party services, hosting, or modifications you made

10.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED ABOVE, OUR SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

We specifically disclaim all implied warranties including but not limited to:

• Warranties of merchantability
• Fitness for a particular purpose
• Non-infringement
• That services will be uninterrupted or error-free
• That all errors will be corrected
• That the services will meet your business requirements or generate specific revenue or profit

No advice or information obtained from us creates any warranty not expressly stated in these Terms.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits or revenue
• Loss of business opportunities
• Loss of data or information
• Cost of substitute services
• Business interruption
• Reputational harm

This limitation applies regardless of:

• The legal theory (contract, tort, negligence, strict liability, or otherwise)
• Whether we were advised of the possibility of such damages
• Whether the limited remedies fail their essential purpose

Some jurisdictions do not allow the limitation of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless SquaredR, Ravi Ranjan, and our affiliates, officers, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, and expenses arising from:

• Your use of our Services
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Any content or materials you provide to us
• Any harmful or illegal use of the deliverables we provide
• Your failure to comply with applicable laws or regulations

This indemnification obligation will survive termination of these Terms and your use of our Services.

13. Confidentiality

13.1 Confidential Information

During the course of our relationship, each party may disclose confidential or proprietary information. "Confidential Information" includes:

• Business plans, strategies, and financial information
• Technical information, source code, and trade secrets
• Customer data and user information
• Any information marked as confidential
• Any information that would reasonably be considered confidential

13.2 Obligations

Both parties agree to:

• Keep Confidential Information strictly confidential
• Use Confidential Information only for the purposes of the project
• Not disclose Confidential Information to third parties without written consent
• Protect Confidential Information with the same degree of care used for their own confidential information (but no less than reasonable care)

13.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law or court order

13.4 Duration

Confidentiality obligations survive for 3 years after termination of the project or these Terms, whichever is later.

14. Termination

14.1 Termination by Either Party

Either party may terminate the agreement if the other party:

• Materially breaches these Terms and fails to cure the breach within 15 days of written notice
• Becomes insolvent or files for bankruptcy
• Ceases business operations

14.2 Termination by Client

You may terminate the project at any time by providing written notice. Upon termination:

• You will be charged for all work completed up to the termination date
• A 20% cancellation fee will be applied to the remaining contract value
• All outstanding invoices become immediately due
• We will deliver all completed work upon receipt of final payment

14.3 Termination by Us

We may terminate the project if:

• You fail to make payment when due (after 15 days notice)
• You fail to provide necessary materials or feedback for more than 30 days
• You engage in abusive, threatening, or illegal behavior
• The project requires us to violate laws or ethical standards

Upon termination by us for cause, you will still be liable for payment of all work completed and expenses incurred.

14.4 Effect of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• We will cease all work on your project
• Each party will return or destroy the other party's Confidential Information
• Sections that by their nature should survive termination will remain in effect (including payment obligations, intellectual property, confidentiality, limitations of liability, and dispute resolution)

15. Dispute Resolution

15.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve any disputes through good faith negotiations. Either party may initiate negotiations by sending written notice describing the dispute. The parties will meet (in person or via video conference) within 15 days to discuss resolution.

15.2 Binding Arbitration

If the dispute cannot be resolved through informal negotiations within 30 days, either party may initiate binding arbitration. The arbitration will be conducted:

• Under the rules of the Indian Arbitration and Conciliation Act, 1996
• By a single arbitrator mutually agreed upon by both parties
• In English language
• With the seat of arbitration in India
• On an individual basis (no class actions or representative proceedings)

The arbitrator's decision will be final and binding, and judgment may be entered in any court of competent jurisdiction.

15.3 Exceptions to Arbitration

Either party may seek injunctive or equitable relief in court to protect intellectual property rights or confidential information without first engaging in arbitration.

15.4 Class Action Waiver

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

16. Governing Law and Jurisdiction

These Terms and any disputes arising from them will be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions.

Subject to the arbitration provisions in Section 15, the courts of India will have exclusive jurisdiction over any disputes that are not subject to arbitration.

17. Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:

• Acts of God (natural disasters, pandemics, severe weather)
• War, terrorism, or civil unrest
• Government actions or regulations
• Labor strikes or disputes
• Internet or telecommunications failures
• Power outages or utility failures

The affected party must provide prompt notice of the force majeure event and make reasonable efforts to minimize its impact. If the force majeure event continues for more than 60 days, either party may terminate the affected project without liability.

18. General Provisions

18.1 Entire Agreement

These Terms, together with any project-specific agreements, proposals, or statements of work, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements, understandings, and communications.

18.2 Amendments

We may modify these Terms at any time by posting the revised Terms on our Site with an updated "Last updated" date. For existing projects, modifications will not apply retroactively. Continued use of our Services after modifications constitutes acceptance of the updated Terms.

18.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

18.4 Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the waiving party.

18.5 Assignment

You may not assign or transfer these Terms or your rights and obligations without our prior written consent. We may assign these Terms to any affiliate or successor in connection with a merger, acquisition, or sale of assets. These Terms will bind and inure to the benefit of the parties and their permitted successors and assigns.

18.6 Independent Contractor

Our relationship is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship between the parties. Neither party has authority to bind the other or make commitments on the other's behalf.

18.7 Notices

All notices under these Terms must be in writing and sent to:

Notices sent by email are deemed received when acknowledged by the recipient or 24 hours after sending, whichever is earlier.

18.8 No Third-Party Beneficiaries

These Terms are for the benefit of you and us only. No third party has any right to enforce any provision of these Terms.

18.9 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

19. Contact Information

If you have any questions about these Terms of Service, please contact us: